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2015 (11) TMI 384 - MADRAS HIGH COURT

2015 (11) TMI 384 - MADRAS HIGH COURT - TMI - Reduction of paid up share capital seeked - Held that:- As stated in the petition and as seen from the financial statements filed, the decision taken to have a true reflection of the financial position of the company is purely a commercial decision. Considering the fact that such move has been approved by the overwhelming majority of the shareholders, apart from the facts that such reduction does not involve the diminution of any liability in respect .....

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the procedure stipulated in Section 101(2) and (3) of the Companies Act, 1956, for the settlement of list of creditors will not apply. The prayers sought for in this petition are granted and the petition is allowed.

A certified copy of the order including the minutes as approved be delivered to the Registrar of Companies within twenty one days and the notice of the registration order by the Registrar of Companies and of the said minutes as approved by this Court be published in one i .....

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Government Counsel ORDER This petition is filed under Sections 100 and 101 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 read with Rule 11(a)(3) and Rule 46 of the Companies Court Rules, 1959, for confirming the reduction of paid up share capital; and that to this end, all enquiries and directions necessary and proper be made and given, and for approving the proposed minute to the effect that, The paid-up share capital of the company be reduced to ₹ 70,00,000/- (Rupees .....

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ct of the petitioner company is detailed in the Memorandum of Association. Certified copy of the Certificate of incorporation and the Memorandum and Articles of Association is filed as Annexure -1. A copy of the Audited Accounts for the year ending 31st March 2014 is filed as Annexure-2. A copy of the Audited Accounts for the year ending 31st March 2015 is filed as Annexure-3. 3. On 29.05.2015, the Members of the petitioner company convened an Extraordinary General Meeting and resolved to reduce .....

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and capital reserves. Special resolution passed in the Extraordinary General Meeting held on 29.05.2015, reads as follows:- RESOLVED THAT pursuant to Sections 100 to 104 and other applicable provisions of the Companies Act, 1956 and other applicable provisions, if any, of Companies Act, 1956 and the Companies Act, 2013, Article 7 of the Articles of Association (amended as aforesaid) and subject to other necessary consents, approvals, permissions and sanctions as may be necessary and subject fur .....

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y Lakh) equity shares of ₹ 1/- (Rupees one only) each and 20,00,000 (Twenty Lakh) Preference shares of ₹ 1/- (Rupees one only) each by reducing the face value of both the equity shres and the preference shares from ₹ 10/- each to ₹ 1/- each. RESOLVED FURTHER THAT subject to provisions of Sections 100 to 104 of the Companies Act, 1956, Section 52 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 1956 and Companies Act, 2013, Article .....

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0,07,50,000/- (Rupees Ten Crore Seven Lakhs and Fifty Thousand only) in the Profit and Loss Account (accumulated losses) . In the light of the special resolution passed unanimously approving the reduction of share capital, share premium and capital reserves, this petition is filed before this Court. 4. The petitioner is a closely held private company consisting of ten equity shareholders and two preference shareholders. The two preference shareholders are also the equity shareholders of the peti .....

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batore Edition, on 15.07.2015 and also in another issue of Tamil daily Makkal Kural , Coimbatore Edition on 15.07.2015. 6. Notice has been issued to the Regional Director, Ministry of Corporate Affairs, Chennai, for filing his objection. The Regional Director has filed his report stating no objection for the proposed reduction. 7. As stated in the petition and as seen from the financial statements filed, the decision taken to have a true reflection of the financial position of the company is pur .....

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